Each one in plain English, with the numbers worked through for a shareholder.
2 Oct 2014regulatory community update▼ BadMajor
Turquoise Hill said Oyu Tolgoi project finance and the remaining shareholder matters with Rio Tinto and the Government of Mongolia were still not resolved as of September 30, 2014, the date the bank lender commitments expired. No request to extend the commitments has been made yet, though talks with the financial institutions continue, and the shareholders will consider the timing of a request for extension in due course. This continues the open Mongolia and project-financing thread.
Turquoise Hill said the 2014 Oyu Tolgoi underground feasibility study was finalized and presented to the Oyu Tolgoi LLC board. The Reserve Case shows expansion capital of US$4.9 billion (versus US$5.1 billion in the 2013 report), after-tax NPV (8%) of US$7.43 billion, 29% IRR and a 41-year life; the project value was reduced by delay (US$0.8 billion) and more cautious cave performance assumptions (US$1.5 billion). Underground development still needs resolution of shareholder issues, approval of the study by shareholders and the Mongolian Minerals Council, a funding plan including project finance, and permits. A full technical report is due within 45 days. This completes the feasibility study thread but leaves the Mongolia and financing conditions open.
Oyu Tolgoi signed a Power Sector Cooperation Agreement with the Government of Mongolia to explore a Tavan Tolgoi-based independent power producer, selected through an open international tender, with Oyu Tolgoi as the main customer. The company says this meets its Investment Agreement obligation to establish a long-term power supply in Mongolia within four years of commercial production; full evaluation is expected to take nine to 12 months. The release also describes the SouthGobi stake as being in the process of divesting a majority, continuing the July sale.
30 July 2014asset acquisition disposition● NeutralMajor
Turquoise Hill agreed to sell 56,102,000 SouthGobi shares (29.95%) to Hong Kong-listed National United Resources Holdings at CDN$0.455 per share, leaving it with 48,705,155 shares, about 26%. About CDN$12.8 million is paid in cash at closing and about CDN$12.8 million is deferred for one year; closing needs Hong Kong exchange approval of the circular and the buyer's shareholder approval, and is expected by November 30, 2014. This is a partial sale of the SouthGobi coal stake the company held at 56%.
Turquoise Hill said Oyu Tolgoi's 2013 gross revenue was US$55 million on 26,400 tonnes of concentrate sold, that sales have fallen short of expectations with some deferred into Q2 and Q3 2014, and that tailings thickener rake blade failures will shut one processing line for six to eight weeks. The 2014 targets of 150,000-175,000 tonnes of copper and 700,000-750,000 ounces of gold are kept, though production may be matched to customer needs. On Mongolia, an option to restart the underground, subject to conditions, has been proposed, but further delays may occur if shareholder issues and project finance are not resolved before lender commitments expire; this continues the open Mongolia and financing thread.
14 Jan 2014capital raising announcement▲ GoodMajor
The rights offering closed with about US$2.4 billion in gross proceeds and 1,006,116,602 new shares issued, 100% of the maximum. The money is being used to repay in full the US$1.8 billion Interim Funding Facility and US$600 million bridge facility owed to Rio Tinto, with any remainder going to Oyu Tolgoi funding and corporate costs. The offering was over-subscribed, so Rio Tinto did not have to buy under its standby commitment and its stake stayed at 50.8%. This resolves the rights offering and Rio Tinto debt repayment threads; shareholders who did not exercise were diluted.
Turquoise Hill said the Oyu Tolgoi board approved the 2014 operating budget on December 12, 2013, and set 2014 expectations of 150,000-175,000 tonnes of copper and 700,000-750,000 ounces of gold in concentrate, about US$1 billion of operating cash costs and US$160 million of capital spending. The 15 commercial banks extended their project-financing commitment letters to March 31, 2014, and the underground restart still depends on resolving shareholder issues with the Mongolian Government, finishing the feasibility study (on track for the first half of 2014), financing and permits. This continues the unresolved Mongolia and project-financing threads.
Turquoise Hill said its rights begin regular-way trading on the NYSE and NASDAQ on December 12, 2013, and that the offering prospectus was mailed to shareholders on December 11. The offer stays open 27 days from mailing and expires at 5:00 p.m. EST on January 7, 2014; the company urges shareholders to act early because of the holidays, and those who do not exercise will see their ownership percentage fall. Terms are unchanged from the November announcement.
Turquoise Hill said its rights in the rights offering would begin trading on a when-issued basis on the NYSE and NASDAQ on December 3, 2013 and on the TSX on December 4, 2013, so shareholders can sell their rights instead of exercising them. The filing also includes an investor presentation restating the offering terms already announced (record date December 6, 2013, US$2.40 or CDN$2.53 per share, expiry January 7, 2014) and 2014 production expectations of 150,000-175,000 tonnes of copper and 700,000-750,000 ounces of gold in concentrate; this continues the rights offering announced in November.
26 Nov 2013capital raising announcement● NeutralMajor
Turquoise Hill filed the final prospectus for its rights offering, aiming for about US$2.4 billion gross: each share held on December 6, 2013 gets one right to buy one share at US$2.40 or CDN$2.53, about a 42% discount to November 25 closing prices. About 1,006 million new shares (100% of those currently outstanding) are expected, the offer expires January 7, 2014, and Rio Tinto backstops unsold shares for a 3% fee. Proceeds repay the Rio Tinto facilities; shareholders who do not exercise will be diluted.
Turquoise Hill said it cannot complete Oyu Tolgoi project financing in 2013 because of uncertainty in talks with the Mongolian Government, and so filed a preliminary prospectus for a rights offering to repay Rio Tinto's US$1.8 billion Interim Funding Facility and US$600 million New Bridge Facility. Rio Tinto agreed to extend both maturities to no later than January 15, 2014, and to backstop any unsold shares (3% standby fee). Shareholders who do not take up their rights will see their ownership percentage fall. It also reported a Q3 2013 net loss of US$94.0 million, cash of US$102.5 million at September 30, restated 2012 statements already filed, and the completed sale of its 56.1% Inova Resources stake on November 1.
Turquoise Hill said it will restate its 2010, 2011 and 2012 results and affected 2013 quarters, because its subsidiary SouthGobi changed when it counts coal sale revenue. Revenue will be pushed out of 2010-2011 (and early 2012) into later periods, and earlier financial statements should not be relied on. The company says it may face Canadian regulator disclosure-default steps, including a possible management cease trade order restricting insiders' trading; the SEC staff has not told the company its view on the accounting.
The sale of the company's 50% stake in Altynalmas Gold (Kazakhstan) to Sumeru Gold, first announced February 13, 2013, was re-priced: cash falls to US$235 million from US$300 million, conditional on Sumeru paying US$235 million in advance by August 9, 2013. The release cites changes in the gold market; completion still needs customary conditions including Kazakhstan regulatory approvals.
9 July 2013asset acquisition disposition▲ GoodMajor
Turquoise Hill (formerly Ivanhoe Mines) announced that the Oyu Tolgoi mine in Mongolia has started shipping copper concentrate, with a first sale of about 5,800 tonnes to customers in China over roughly two weeks. The company calls it a significant milestone and says the permits needed for ongoing shipments are in place; the release also notes the Altynalmas Gold stake is in the process of being sold.
Ivanhoe Mines (the company's name at the time, later renamed Turquoise Hill) said Deloitte & Touche resigned as auditor on April 2, 2012 and PricewaterhouseCoopers was appointed the same day, to serve until the May 11, 2012 annual meeting. The notice says Deloitte had no reservations in its reports and there were no 'reportable events'; Deloitte's letter agreed with these points but said it had no basis to agree or disagree that the board approved the change.
